form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event
reported): November
30,
2007
BIG
LOTS, INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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1-8897
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06-1119097
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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300
Phillipi Road, Columbus, Ohio 43228
(Address
of principal executive office) (Zip Code)
(614)
278-6800
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02
Results of Operations and
Financial Condition.
On
November 30, 2007, Big Lots, Inc. (“Company”) issued a press release and
conducted a conference call, both of which: (i) reported the Company’s third
quarter and year-to-date fiscal 2007 unaudited results; (ii) revised its
previously issued guidance for the Company’s fourth quarter and fiscal 2007;
(iii) provided updated information regarding its $600.0 million share repurchase
program approved in March 2007 (“March 2007 Repurchase Program”); and (iv)
announced that the Company’s Board of Directors had authorized the repurchase of
up to $150.0 million of the Company’s common shares beginning with the
completion of the March 2007 Repurchase Program. Attached as exhibits
to this Form 8-K are copies of the Company’s November 30, 2007 press release
(Exhibit 99.1) and the transcript of the Company’s November 30, 2007 conference
call (Exhibit 99.2), including information concerning forward-looking statements
and factors that may affect the Company’s future results. The
information in Exhibits 99.1 and 99.2 is being furnished, not filed, pursuant
to
Item 2.02 of this Form 8-K. By furnishing the information in this
Form 8-K and the attached exhibits, the Company is making no admission as to
the
materiality of any information in this Form 8-K or the exhibits.
Item
8.01
Other Events.
On
November 30, 2007, the Company announced that its Board of Directors had
authorized the repurchase of up to $150.0 million of the Company’s common shares
(“November 2007 Repurchase Program”), beginning with the completion of the March
2007 Repurchase Program and continuing until exhausted. The Company
expects the November 2007 Repurchase Program purchases to be made from time
to
time in the open market and/or in privately negotiated transactions at the
Company's discretion, subject to market conditions and other factors.
Common shares acquired through the November 2007 Repurchase Program will
be available to meet obligations under equity compensation plans and for general
corporate purposes.
On
December 3, 2007, the Company exhausted the $600.0 million authorized to
repurchase its common shares under the March 2007 Repurchase
Program.
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9.01 |
Financial
Statements and Exhibits. |
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(c)
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Exhibits
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Exhibits
marked with an asterisk (*) are provided herewith.
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Exhibit
No.
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Description
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Big
Lots, Inc. press release dated November 30, 2007.
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Transcript
of Big Lots, Inc. conference call dated November 30,
2007.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIG
LOTS, INC.
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Dated: December
6, 2007
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By:
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/s/
Charles W. Haubiel II
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Charles
W. Haubiel II
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Senior
Vice President, General Counsel and Corporate
Secretary
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